G Suite Online Agreement

Go to the Additional Terms for
services made available with the new accounts infrastructure

*The terms below are for annual prepay customers. Please click
here to see the terms for monthly postpay billing.

This G Suite Online Agreement (the "Agreement") is
entered into by and between Google Inc., a Delaware corporation, with offices at 1600
Amphitheatre Parkway, Mountain View, California 94043 ("Google") and the
entity agreeing to these terms ("Customer"). This Agreement is effective
as of the date you click the "I Accept" button below or, if applicable, the date the
Agreement is countersigned(the "Effective Date"). If you are accepting
on behalf of your employer or another entity, you represent and warrant that: (i) you
have full legal authority to bind your employer, or the applicable entity, to these terms
and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on
behalf of the party that you represent, to this Agreement. If you don't have the legal
authority to bind your employer or the applicable entity, please do not click the "I
Accept" button below (or, if applicable, do not sign this Agreement). This Agreement
governs Customer's access to and use of the Services.

Services.

1.1 Facilities and Data Transfer. All facilities used to store
and process Customer Data will adhere to reasonable security standards no less
protective than the security standards at facilities where Google stores and
processes its own information of a similar type. Google has implemented at least
industry standard systems and procedures to ensure the security and confidentiality
of Customer Data, protect against anticipated threats or hazards to the security or
integrity of Customer Data and protect against unauthorized access to or use of
Customer Data. As part of providing the Services Google may transfer, store and
process Customer Data in the United States or any other country in which Google or
its agents maintain facilities. By using the Services Customer consents to this
transfer, processing and storage of Customer Data.

1.2 Modifications.

a. To the Services. Google may make commercially reasonable
changes to the Services from time to time. If Google makes a material change to
the Services Google will inform Customer, provided that Customer has subscribed
with Google to be informed about such change.

b. To URL Terms. Google may make commercially reasonable
changes to the URL Terms from time to time. If Google makes a material change to
the URL Terms, Google will inform Customer by either sending an email to the
Notification Email Address or alerting Customer via the Admin Console. If the
change has a material adverse impact on Customer and Customer does not agree to
the change, Customer must so notify Google via the Help Center within thirty days
after receiving notice of the change. If Customer notifies Google as required,
then Customer will remain governed by the terms in effect immediately prior to
the change until the end of the then-current Services Term for the affected
Services. If the affected Services are renewed, they will be renewed under
Google's then current URL Terms.

1.3 Customer Domain Name Ownership. Prior to providing the
Services, Google may verify that Customer owns or controls the Customer Domain Names.
If Customer does not own or control the Customer Domain Names, then Google will have
no obligation to provide Customer with the Services.

1.4 Ads. The default setting for the Services is one that does
not allow Google to serve Ads. Customer may change this setting in the Admin Console
which constitutes Customer's authorization for Google to serve Ads. If Customer
enables the serving of Ads it may revert to the default setting at any time and
Google will cease serving Ads.

a. Retention. Google will have no obligation to retain any
archived Customer Data beyond the retention period specified by Customer (other
than for any legal holds). If Customer does not renew Google Vault, Google
will have no obligation to retain any archived Customer Data.

b. Additional Purchases. Unless Google allows otherwise,
with each additional purchase of End User Accounts for the Services after
Customer has purchased Google Vault, Customer will receive access to, and
will be invoiced for, Google Vault for that same number of End User
Accounts.

Customer Obligations.

2.1 Compliance. Customer will use the Services in accordance
with the Acceptable Use Policy. Google may make new applications features or
functionality for the Services available from time to time the use of which may be
contingent upon Customer's agreement to additional terms. In addition, Google will
make other Non-G Suite Products (beyond the Services) available to Customer and
its End Users in accordance with the Non-G Suite Product Terms and the applicable
product-specific Google terms of service. If Customer does not desire to enable any
of the Non-G Suite Products, Customer can enable or disable them at any time
through the Admin Console.

2.2 Aliases. Customer is solely responsible for monitoring
responding to and otherwise processing emails sent to the "abuse" and "postmaster"
aliases for Customer Domain Names but Google may monitor emails sent to these aliases
for Customer Domain Names to allow Google to identify Services abuse.

2.3 Customer Administration of the Services. Customer may
specify one or more Administrators through the Admin Console who will have the rights
to access Admin Account(s) and to administer the End User Accounts. Customer is
responsible for: (a) maintaining the confidentiality of the password and Admin
Account(s); (b) designating those individuals who are authorized to access the Admin
Account(s); and (c) ensuring that all activities that occur in connection with the
Admin Account(s) comply with the Agreement. Customer agrees that Google's
responsibilities do not extend to the internal management or administration of the
Services for Customer and that Google is merely a data-processor.

2.4 End User Consent. Customer's Administrators may have the
ability to access, monitor, use or disclose data available to End Users within the
End User Accounts. Customer will obtain and maintain all required consents from End
Users to allow: (i) Customer's access, monitoring, use and disclosure of this data
and Google providing Customer with the ability to do so and (ii) Google to provide
the Services.

2.5 Unauthorized Use. Customer will use commercially reasonable
efforts to prevent unauthorized use of the Services and to terminate any unauthorized
use. Customer will promptly notify Google of any unauthorized use of or access to the
Services of which it becomes aware.

2.6 Restrictions on Use. Unless Google specifically agrees in
writing, Customer will not, and will use commercially reasonable efforts to make sure
a third party does not: (a) sell, resell, lease or the functional equivalent, the
Services to a third party (unless expressly authorized in this Agreement); (b)
attempt to reverse engineer the Services or any component; (c) attempt to create a
substitute or similar service through use of, or access to, the Services; (d) use the
Services for High Risk Activities; or (e) use the Services to store or transfer any
Customer Data that is controlled for export under Export Control Laws. Customer is
solely responsible for any applicable compliance with HIPAA.

2.7 Third Party Requests. Customer is responsible for responding
to Third Party Requests. Google will, to the extent allowed by law and by the terms
of the Third Party Request: (a) promptly notify Customer of its receipt of a Third
Party Request; (b) comply with Customer's reasonable requests regarding its efforts
to oppose a Third Party Request; and (c) provide Customer with the information or
tools required for Customer to respond to the Third Party Request. Customer will
first seek to obtain the information required to respond to the Third Party Request
on its own and will contact Google only if it cannot reasonably obtain such
information.

Payment.

3.1 Payment. All payments due are in U.S. dollars unless
otherwise indicated on the Order Page or invoice.

a. Credit Card Orders. Fees for Credit Card orders are due
immediately upon order placement. Google will bill the credit card provided via
the Order Page for all applicable Fees when due. If credit card authorizations or
charge attempts are declined, Google may immediately disable or cancel the
Services in its sole discretion.

b. Invoice Orders. Fees for orders where Google issues an
invoice are due upon Customer's receipt of the invoice and are considered
delinquent thirty days after the date of the applicable invoice.

3.2 Delinquent Payments. Delinquent payments may bear interest
at the rate of one-and-one-half percent per month (or the highest rate permitted by
law if less) from the payment due date until paid in full. Customer will be
responsible for all reasonable expenses (including attorneys' fees) incurred by
Google in collecting such delinquent amounts except where such delinquent amounts are
due to Google's billing inaccuracies.

3.3 Taxes. Customer is responsible for any Taxes and Customer
will pay Google for the Services without any reduction for Taxes. If Google is
obligated to collect or pay Taxes, the Taxes will be invoiced to Customer unless
Customer provides Google with a valid tax exemption certificate authorized by the
appropriate taxing authority. If Customer is required by law to withhold any Taxes
from its payments to Google, Customer must provide Google with an official tax
receipt or other appropriate documentation to support such payments.

Technical Support Services.

4.1 By Customer. Customer will, at its own expense, respond to
questions and complaints from End Users or third parties relating to Customer's or
End Users' use of the Services. Customer will use commercially reasonable efforts to
resolve support issues before escalating them to Google.

4.2 By Google. If Customer cannot resolve a support issue
consistent with the above,then Customer may escalate the issue to Google in
accordance with the TSS Guidelines. Google will provide TSS to Customer in accordance
with the TSS Guidelines.

Suspension.

5.1 Of End User Accounts by Google. If Google becomes aware of
an End User's violation of the Agreement, then Google may specifically request that
Customer Suspend the applicable End User Account. If Customer fails to comply with
Google's request to Suspend an End User Account, then Google may do so. The duration
of any Suspension by Google will be until the applicable End User has cured the
breach which caused the Suspension.

5.2 Emergency Security Issues. Notwithstanding the foregoing, if
there is an Emergency Security Issue, then Google may automatically Suspend the
offending use. Suspension will be to the minimum extent and of the minimum duration
required to prevent or terminate the Emergency Security Issue. If Google Suspends an
End User Account for any reason without prior notice to Customer, at Customer's
request, Google will provide Customer the reason for the Suspension as soon as is
reasonably possible.

Confidential Information.

6.1 Obligations. Each party will: (a) protect the other party's
Confidential Information with the same standard of care it uses to protect its own
Confidential Information; and (b) not disclose the Confidential Information except to
Affiliates, employees and agents who need to know it and who have agreed in writing
to keep it confidential. Each party (and any Affiliates' employees and agents to whom
it has disclosed Confidential Information) may use Confidential Information only to
exercise rights and fulfill its obligations under this Agreement, while using
reasonable care to protect it. Each party is responsible for any actions of its
Affiliates' employees and agents in violation of this Section.

6.2 Exceptions. Confidential Information does not include
information that: (a) the recipient of the Confidential Information already knew; (b)
becomes public through no fault of the recipient; (c) was independently developed by
the recipient; or (d) was rightfully given to the recipient by another party.

6.3 Required Disclosure. Each party may disclose the other
party's Confidential Information when required by law but only after it, if legally
permissible: (a) uses commercially reasonable efforts to notify the other party; and
(b) gives the other party the chance to challenge the disclosure.

Intellectual Property Rights; Brand Features.

7.1 Intellectual Property Rights. Except as expressly set forth
herein, this Agreement does not grant either party any rights, implied or otherwise,
to the other's content or any of the other's intellectual property. As between the
parties, Customer owns all Intellectual Property Rights in Customer Data and Google
owns all Intellectual Property Rights in the Services.

7.2 Display of Brand Features. Google may display those Customer
Brand Features authorized by Customer(such authorization is provided by Customer
uploading its Brand Features into the Services) within designated areas of the
Service Pages. Customer may specify the nature of this use using the Admin Console.
Google may also display Google Brand Features on the Service Pages to indicate that
the Services are provided by Google. Neither party may display or use the other
party’s Brand Features beyond what is allowed in this Agreement without the other
party’s prior written consent.

7.3 Brand Features Limitation. Any use of a party's Brand
Features will inure to the benefit of the party holding Intellectual Property Rights
in those Brand Features. A party may revoke the other party's right to use its Brand
Features pursuant to this Agreement with written notice to the other and a reasonable
period to stop the use.

Publicity. Customer agrees that Google may include Customer’s
name or Brand Features in a list of Google customers, online or in promotional
materials. Customer also agrees that Google may verbally reference Customer as a
customer of the Google products or services that are the subject of this Agreement.
This section is subject to Section 7.3.

Representations, Warranties and Disclaimers.

9.1 Representations and Warranties. Each party represents that
it has full power and authority to enter into the Agreement. Each party warrants that
it will comply with all laws and regulations applicable to its provision, or use of
the Services, as applicable (including applicable security breach notification law).
Google warrants that it will provide the Services in accordance with the applicable
SLA.

9.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY
OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND
NONINFRINGEMENT. GOOGLE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION
MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES
ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR
RECEIVING ANY CALLS INCLUDING EMERGENCY SERVICES CALLS OVER PUBLICLY SWITCHED
TELEPHONE NETWORKS.

Term

10.1 Agreement Term. This Agreement will remain in effect for
the Term.

10.2 Services Term and Purchases During Services Term. Google
will provide the Services to Customer during the Services Term. Unless the parties
agree otherwise in writing, End User Accounts purchased during any Services Term will
have a prorated term ending on the last day of that Services Term

10.3 Auto-Renewal. At the end of each Services Term, the
Services (and all End User Accounts previously purchased) will automatically renew
for an additional Services Term of twelve months by default. Customer will pay Google
the then-current yearly Fees for each renewed End User Account unless Customer and
Google mutually agree otherwise. Customer may alter the number of End User Accounts
to be renewed by communicating the appropriate number of accounts to be renewed to
Google via the Admin Console. If Google does not want the Services to renew, then it
will provide Customer written notice to this effect at least fifteen days prior to
the end of the then current Services Term. This notice of non renewal will be
effective upon the conclusion of the then current Services Term.

10.4 Disabling Automatic Renewal. Customer may disable the
automatic renewal option via the Admin Console. If Customer disables this automatic
renewal setting, Customer's End User Accounts will terminate upon the conclusion of
the then current term. Google may re-enable the automatic renewal setting on
Customer's behalf if Customer reduces or modifies the number of End User Accounts
scheduled for renewal via the Admin Console.

10.6 Revising Rates. Google may revise its rates for the
following Services Term by providing Customer written notice (which may be by email)
at least thirty days prior to the start of the following Services Term.

Termination.

11.1 Termination for Breach. Either party may suspend
performance or terminate this Agreement if: (i) the other party is in material breach
of the Agreement and fails to cure that breach within thirty days after receipt of
written notice; (ii) the other party ceases its business operations or becomes
subject to insolvency proceedings and the proceedings are not dismissed within ninety
days; or (iii) the other party is in material breach of this Agreement more than two
times notwithstanding any cure of such breaches.

11.2 Effects of Termination. If this Agreement terminates, then:
(i) the rights granted by one party to the other will cease immediately (except as
set forth in this Section); (ii) Google will provide Customer access to, and the
ability to export the Customer Data for a commercially reasonable period of time at
Google's then-current rates for the applicable Services; (iii) after a commercially
reasonable period of time, Google will delete Customer Data by removing pointers to
it on Google's active servers and overwriting it over time; and (iv) upon request
each party will promptly use commercially reasonable efforts to return or destroy all
other Confidential Information of the other party.

Indemnification.

12.1 By Customer. Customer will indemnify, defend, and hold
harmless Google from and against all liabilities, damages, and costs (including
settlement costs and reasonable attorneys' fees) arising out of a third party claim:
(i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand
Features infringe or misappropriate any patent, copyright, trade secret or trademark
of a third party; or (iii) regarding Customer's use of the Services in violation of
the Acceptable Use Policy.

12.2 By Google. Google will indemnify, defend, and hold harmless
Customer from and against all liabilities, damages, and costs (including settlement
costs and reasonable attorneys' fees) arising out of a third party claim that
Google's technology used to provide the Services or any Google Brand Feature infringe
or misappropriate any patent, copyright, trade secret or trademark of such third
party. Notwithstanding the foregoing, in no event shall Google have any obligations
or liability under this Section arising from: (i) use of any Services or Google Brand
Features in a modified form or in combination with materials not furnished by Google,
and (ii) any content, information or data provided by Customer, End Users or other
third parties.

12.3 Possible Infringement.

a. Repair, Replace, or Modify. If Google reasonably believes
the Services infringe a third party's Intellectual Property Rights, then Google
will: (a) obtain the right for Customer, at Google's expense, to continue using
the Services; (b) provide a non-infringing functionally equivalent replacement;
or (c) modify the Services so that they no longer infringe.

b. Suspension or Termination. If Google does not believe the
foregoing options are commercially reasonable, then Google may suspend or
terminate Customer's use of the impacted Services. If Google terminates the
impacted Services, then Google will provide a pro-rata refund of the unearned
Fees actually paid by Customer applicable to the period following termination of
such Services.

12.4 General. The party seeking indemnification will promptly
notify the other party of the claim and cooperate with the other party in defending
the claim. The indemnifying party has full control and authority over the defense,
except that: (a) any settlement requiring the party seeking indemnification to admit
liability or to pay any money will require that party's prior written consent, such
consent not to be unreasonably withheld or delayed; and (b) the other party may join
in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A
PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD
PARTY'S INTELLECTUAL PROPERTY RIGHTS.

Limitation of Liability.

13.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE
LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE
KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A
REMEDY.

13.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE
HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE
HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations. These limitations of liability
apply to the fullest extent permitted by applicable law but do not apply to breaches
of confidentiality obligations, violations of a party's Intellectual Property Rights
by the other party, or indemnification obligations.

Miscellaneous.

14.1 Notices. Unless specified otherwise herein, (a) all notices
must be in writing and addressed to the attention of the other party's legal
department and primary point of contact and (b) notice will be deemed given: (i) when
verified by written receipt if sent by personal courier, overnight courier, or when
received if sent by mail without verification of receipt; or (ii) when verified by
automated receipt or electronic logs if sent by facsimile or email.

14.2 Assignment. Neither party may assign or transfer any part
of this Agreement without the written consent of the other party, except to an
Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms
of this Agreement; and (b) the assigning party remains liable for obligations
incurred under the Agreement prior to the assignment. Any other attempt to transfer
or assign is void.

14.3 Change of Control.Upon a change of control (for example,
through a stock purchase or sale, merger, or other form of corporate transaction):
(a) the party experiencing the change of control will provide written notice to the
other party within thirty days after the change of control; and (b) the other party
may immediately terminate this Agreement any time between the change of control and
thirty days after it receives the written notice in subsection (a).

14.4 Force Majeure. Neither party will be liable for inadequate
performance to the extent caused by a condition (for example, natural disaster, act
of war or terrorism, riot, labor condition, governmental action, and Internet
disturbance) that was beyond the party's reasonable control.

14.5 No Waiver. Failure to enforce any provision of this
Agreement will not constitute a waiver.

14.6 Severability. If any provision of this Agreement is found
unenforceable, the balance of the Agreement will remain in full force and effect.

14.7 No Agency. The parties are independent contractors, and
this Agreement does not create an agency, partnership or joint venture.

14.8 No Third-Party Beneficiaries. There are no third-party
beneficiaries to this Agreement.

14.9 Equitable Relief. Nothing in this Agreement will limit
either party's ability to seek equitable relief.

14.10 Governing Law. This Agreement is governed by California
law, excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE
EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

14.11 Amendments.Any amendment must be in writing and expressly
state that it is amending this Agreement.

14.12 Survival. The following sections will survive expiration
or termination of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14 and 15.

14.13 Entire Agreement. This Agreement, and all documents
referenced herein, is the parties' entire agreement relating to its subject and
supersedes any prior or contemporaneous agreements on that subject. The terms located
at a URL and referenced in this Agreement are hereby incorporated by this reference.

14.14 Interpretation of Conflicting Terms. If there is a
conflict between the documents that make up this Agreement, the documents will
control in the following order: the Order Page, the Agreement, and the terms located
at any URL. If Customer signs a physical agreement with Google to receive the
Services, the physical agreement will override this online Agreement.

14.15 Counterparts. The parties may enter into this Agreement in
counterparts, including facsimile, PDF or other electronic copies, which taken
together will constitute one instrument.

"Account Manager" means the Google business person working with
Customer regarding Customer's purchase of the Services.

"Admin Account(s)" means the administrative account(s) provided
to Customer by Google for the purpose of administering the Services. The use of the
Admin Account(s) requires a password, which Google will provide to Customer.

"Admin Console" means the online tool provided by Google to
Customer for use in reporting and certain other administration functions.

"Administrators" mean the Customer-designated technical
personnel who administer the Services to End Users on Customer's behalf.

"Ads" means online advertisements displayed by Google to End
Users.

"Affiliate" means any entity that directly or indirectly
controls, is controlled by, or is under common control with a party.

"Brand Features" means the trade names, trademarks, service
marks, logos, domain names, and other distinctive brand features of each party,
respectively, as secured by such party from time to time.

"Confidential Information" means information disclosed by a
party to the other party under this Agreement that is marked as confidential or would
normally be considered confidential under the circumstances. Customer Data is
Customer's Confidential Information.

"Customer Data" means data, including email, provided,
generated, transmitted or displayed via the Services by Customer or End Users.

"Customer Domain Names" mean the domain names owned or
controlled by Customer, which will be used in connection with the Services and
specified in the Order Page.

"Emergency Security Issue" means either: (a) Customer's use of
the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the
Services; (ii) other customer's use of the Services; or (iii) the Google network or
servers used to provide the Services; or (b) unauthorized third party access to the
Services.

"End Users" means the individuals Customer permits to use the
Services.

"End User Account" means a Google-hosted account established by
Customer through the Services for an End User.

"Export Control Laws" means all applicable export and reexport
control laws and regulations, including the Export Administration Regulations ("EAR")
maintained by the U.S. Department of Commerce, trade and economic sanctions
maintained by the Treasury Department's Office of Foreign Assets Control, and the
International Traffic in Arms Regulations ("ITAR") maintained by the Department of
State.

"Fees" means the amounts invoiced to Customer by Google for the
Services as described in an Order Page.

"Help Center" means the Google help center accessible at
support.google.com, or
other such URL as Google may provide.

"High Risk Activities" means uses such as the operation of
nuclear facilities, air traffic control, or life support systems, where the use or
failure of the Services could lead to death, personal injury, or environmental
damage.

“HIPAA” means the Health Insurance Portability and
Accountability Act of 1996, as may be amended from time to time, and any regulations
issued thereunder.

"Initial Services Term" means the term for the applicable
Services beginning on the Service Commencement Date and continuing for 12 months (or,
if different, the duration set forth on the Order Page).

"Non-G Suite Products” means Google products which are not
part of the Services, but which may be accessed by End Users using their End User
Account login and password. The Non-G Suite Products are set forth at the
following URL: www.google.com/support/a/bin/answer.py?hl=en&answer=181865, or such
other URL as Google may provide.

"Notification Email Address" means the email address designated
by Customer to receive email notifications from Google. Customer may change this
email address through the Admin Console.

"Order Page" means the online order page Customer completes in
signing up for the Services or attached to this Agreement, and which contains: (i)
the Services being ordered; (ii) Fees; (iii) number of, and Initial Services Term
for, End User Accounts; (iv) the applicable form of payment (e.g. a valid credit
card); and (v) Customer Domain Names.

"Service Commencement Date" is the date upon which Google makes
the Services available to Customer, and will be within one week of Google's receipt
of the completed Order Page, unless otherwise agreed by the parties.

"Service Pages" mean the web pages displaying the Services to
End Users.

"Services" means the applicable G Suite Core Services (e.g.
G Suite Premier Edition or G Suite and Google Vault)
provided by Google and used by Customer under this Agreement. The Services are as
described here: www.google.com/apps/intl/en/terms/user_features.html, or other
such URL as may be provided by Google.

"Services Term" means the applicable Initial Services Term and
all renewal terms for the applicable Services.

"Suspend" means the immediate disabling of access to the
Services, or components of the Services, as applicable, to prevent further use of the
Services.

"Taxes" means any duties, customs fees, or taxes (other than
Google's income tax) associated with the sale of the Services, including any related
penalties or interest.

"Term" means the term of the Agreement, which will begin on the
Effective Date and continue until the earlier of (i) the end of the last Services
Term or (ii) the Agreement is terminated as set forth herein.

"Third Party Request" means a request from a third party for
records relating to an End User's use of the Services. Third Party Requests can be a
lawful search warrant, court order, subpoena, other valid legal order, or written
consent from the End User permitting the disclosure.

"TSS" means the technical support services provided by Google to
the Administrators during the Term pursuant to the TSS Guidelines.

"TSS Guidelines" means Google's technical support services
guidelines then in effect for the Services. TSS Guidelines are at the following URL:
www.google.com/a/help/intl/en/admins/tssg.html or such other URL as
Google may provide.

"URL Terms" means the "Acceptable Use Policy," the "SLA," and
the "TSS Guidelines."